-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pr4g9yDcifKYOhR2Xoohy76i3evScGD6XmXOhUvI4UpiGUSNNVulI2cS9Y2UpRvA Bid6d9bdmpUEWKAjbiPacg== 0000912057-96-002133.txt : 19960213 0000912057-96-002133.hdr.sgml : 19960213 ACCESSION NUMBER: 0000912057-96-002133 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960212 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORSTAN INC CENTRAL INDEX KEY: 0000072418 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 410835746 STATE OF INCORPORATION: MN FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13354 FILM NUMBER: 96515684 BUSINESS ADDRESS: STREET 1: 6900 WEDGWOOD RD STE 150 STREET 2: P O BOX 9003 CITY: MAPLE GROVE STATE: MN ZIP: 55311 BUSINESS PHONE: 6124201100 MAIL ADDRESS: STREET 1: NORSTAN INC STREET 2: 6900 WEDGEWOOD ROAD CITY: MAPLE GROVE STATE: MN ZIP: 55311 FORMER COMPANY: FORMER CONFORMED NAME: NORSTAN RESEARCH & DEVELOPMENT CO DATE OF NAME CHANGE: 19770926 FORMER COMPANY: FORMER CONFORMED NAME: NORSTAN MANUFACTURING CO INC DATE OF NAME CHANGE: 19750918 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COHEN RICHARD W CENTRAL INDEX KEY: 0000904657 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 605 N HIGHWAY 169 -12TH CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 6125134500 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) NORSTAN, INC. - ------------------------------------------------------------------------------ (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE - ------------------------------------------------------------------------------ (Title of Class of Securities) 656535-10-1 - ------------------------------------------------------------------------------ (CUSIP Number) RICHARD W. COHEN 605 N. HIGHWAY 169, 12TH FLOOR PLYMOUTH, MINNESOTA 55441 (612) 513-4500 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 2, 1996 - ------------------------------------------------------------------------------ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. (Cover page continued on next page) Page 1 of 5 Pages SCHEDULE 13D CUSIP NO. 656535-10-1 PAGE 2 OF 5 PAGES - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Richard W. Cohen ###-##-#### - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ / - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* PF - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER SHARES 243,403 shares -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 26,623 shares -------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 243,403 shares -------------------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH 26,623 shares - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,026 shares - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $.10 per share, of Norstan, Inc. ("Issuer"), a Minnesota corporation, having its principal executive offices at 605 N. Highway 169, 12th Floor, Plymouth, Minnesota 55441. ITEM 2. IDENTITY AND BACKGROUND. The name and business address of the Reporting Person is Richard W. Cohen, 605 N. Highway 169, 12th Floor, Plymouth, Minnesota 55441. Mr. Cohen is a director, Vice Chairman of the Board, Chief Financial Officer and Treasurer of the Issuer. Mr. Cohen has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Cohen is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The shares acquired by Mr. Cohen in January 1996 were acquired with personal funds, through payroll deductions under the Issuer's Employee Stock Purchase Plan. ITEM 4. PURPOSE OF TRANSACTION. Mr. Cohen holds the Issuer's common stock for investment purposes. He acquired 1,185 shares of common stock in January 1996 pursuant to the Issuer's Employee Stock Purchase Plan, which is generally available to all eligible employees of the Issuer. Mr. Cohen expects to acquire additional shares on an annual basis through his continuing participation in such Plan. Mr. Cohen does not have any plans or proposals which relate to or would result in extraordinary corporate transactions affecting the Issuer, sale of its assets, changes in its board of directors or management, capitalization, dividend policy, business or corporate structure, charter or bylaws, or delisting of the Issuer's securities, termination of registration of the Issuer's securities or similar actions. Page 3 of 5 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) According to information provided by the Issuer, as of January 2, 1996, there were approximately 4,319,463 shares of the Issuer's common stock outstanding. Mr. Cohen, at the present time, beneficially owns an aggregate of 270,026 shares of the Issuer's common stock, constituting approximately 6.3% of the outstanding shares. (b) Mr. Cohen has sole voting power and sole dispositive power with respect to 243,403 shares, including 89,018 shares held by him directly, 38,478 shares held by him as custodian for his three minor children, 67,722 shares held by him as trustee for his three minor children, 38,185 shares held by him as trustee for his niece, and 10,000 shares held by him as trustee for his family foundation. Mr. Cohen has shared voting power and shared dispositive power with respect to 26,623 shares, including 12,823 shares owned by his spouse and 13,800 shares held by another as trustee for Mr. Cohen's three minor children. The filing of this statement shall not be construed as an admission that Mr. Cohen is, for the purpose of Section 13(d) or 13(g) of the Act or for any other purposes, the beneficial owner of securities held by or for the benefit of his spouse, children or niece, and any ownership interest in said securities is disclaimed. (c) Information with respect to transactions in the common stock of the Issuer that were effected during the last sixty (60) days by the Reporting Person is set forth below:
SHARES ACQUIRED PRICE PER WHERE NAME OF PERSON DATE (DISPOSED) SHARE TRANSACTED Richard W. Cohen 01/02/96 1,185 $20.83 (Note 1)
(1) Shares acquired by Mr. Cohen from the Issuer pursuant to the Issuer's Employee Stock Purchase Plan, which is generally available to all eligible employees. (d) Mr. Cohen's spouse, children and niece have the right to receive dividends from, or the proceeds from the sale of, the shares held by them or for their benefit. No such person has an interest which relates to more than 5% of the Issuer's common stock. (e) Not applicable. Page 4 of 5 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Dated: February 7, 1996 /s/ Richard W. Cohen ------------------------------- Richard W. Cohen #259173_1 Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----